-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Lm3Vfo+wSJU0g1m2v2O0Wii9mFA5ZiK6AzUtRlqz3odgmqeuXffZlnQ48eckbwdf zPjYzhHFE/4NkHev2mHYOQ== 0000950134-96-003536.txt : 19960716 0000950134-96-003536.hdr.sgml : 19960716 ACCESSION NUMBER: 0000950134-96-003536 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960715 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INFORMATION MANAGEMENT TECHNOLOGIES CORP CENTRAL INDEX KEY: 0000824578 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-FACILITIES SUPPORT MANAGEMENT SERVICES [8744] IRS NUMBER: 581722085 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40186 FILM NUMBER: 96595077 BUSINESS ADDRESS: STREET 1: 130 CEDAR ST 4TH FLR CITY: NEW YORK STATE: NY ZIP: 10006 BUSINESS PHONE: 2123066100 MAIL ADDRESS: STREET 1: 130 CEDAR STREET CITY: NEW YORK STATE: NY ZIP: 10006 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INFINITY INVESTORS LTD CENTRAL INDEX KEY: 0000930022 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: MEMORIAL SQUARE STREET 2: P O BOX 556 CHARLESTON CITY: NEVIS WEST INDIES MAIL ADDRESS: STREET 1: 27 WELLINGTON ST CITY: CORK IRELAND SC 13D/A 1 AMENDMENT NO.1 TO SCHEDULE 13D 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 TO SCHEDULE 13D Under the Securities Exchange Act of 1934* INFORMATION MANAGEMENT TECHNOLOGIES CORPORATION - -------------------------------------------------------------------------------- (Name of Issuer) Class A Common Stock, par value $.04 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 456908300 - -------------------------------------------------------------------------------- (CUSIP Number) Stuart J. Chasanoff, Esq. 4000 Thanksgiving Tower 1601 Elm Street Dallas, Texas 75201 (214) 720-1608 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 10, 1996 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box. [ ] Check the following box if a fee is being paid with this Statement. [x] (A fee is not required only if the Reporting Person: (1) has a previous statement on file reporting beneficial ownership of more than five percent (5%) of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of less than five percent (5%) of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes). 2 CUSIP No. 456908300 13D (1) Name of Reporting Person Infinity Investors Ltd. I.R.S. Identification N/A No. of Above Person (2) Check the Appropriate Box if a (a) [ ] Member of a Group* (b) [ ] (3) SEC Use Only (4) Source of Funds* WC (5) Check Box if Disclosure of Legal [ ] Proceedings is Required Pursuant to Items 2(d) or 2(e) (6) Citizenship or Place of Organization Nevis West Indies Number of Shares (7) Sole Voting 248,742 Power Beneficially (8) Shared Voting N/A Owned by Each Power Reporting Person (9) Sole Dispositive 248,742 Power with: (10) Shared Dispositive N/A Power (11) Aggregate Amount Beneficially Owned 248,742 by Each Reporting Person (12) Check Box if the Aggregate Amount in [ ] Row (11) Excludes Certain Shares* (13) Percent of Class Represented by 4.98% Amount in Row (11) (14) Type of Reporting Person* CO
* SEE INSTRUCTIONS 3 CUSIP No. 456908300 13D AMENDMENT NO. 1 TO SCHEDULE 13D Filed Pursuant to Rule 13d-2 INTRODUCTORY STATEMENT The Statement on Schedule 13D relating to the Class A common stock, par value $.04 per share of Information Management Technologies Corporation filed by Infinity Investors Ltd., a Nevis business corporation (the "Reporting Person"), on July 9, 1996, Accession Number 0000950134-96-003403 (the "Original Filing"), is hereby amended and supplemented by this Amendment No. 1 as follows. Except as otherwise provided herein, capitalized terms used in this Amendment No. 1 shall have the meanings ascribed to such terms in the Original Filing. ITEM 1. SECURITY AND ISSUER. The response to Item 1 is hereby amended and restated, in its entirety, to read as follows: This Statement on Schedule 13D (this "Statement") relates to the Class A common stock, $.04 par value per share (the "Common Stock"), of Information Management Technologies Corporation, a Delaware corporation, which has its principal executive offices located at 130 Cedar Street, 4th Floor, New York, New York 10006 (the "Issuer"). ITEM 2. IDENTITY AND BACKGROUND. NOT AMENDED. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The response to Item 3 is hereby amended to add the following: On July 10, 1996, pursuant to the terms of a Letter Agreement attached as Exhibit 5 hereto and incorporated herein by reference, the Issuer agreed to waive the Ownership Cap with respect to a single transaction resulting in the conversion of not more than 430,000 shares of Common Stock. Immediately prior to this waiver, the Reporting Person held 800 shares of Common Stock of the Issuer. As a result, pursuant to Rule 13d-3(d)(1) promulgated under the Securities Exchange Act of 1934, as amended, the Reporting Person became the beneficial owner of 430,800 shares of Common Stock, or approximately 8.6% of the outstanding Common Stock of the Issuer, based on 4,564,823 shares of Common Stock outstanding on July 9, 1996. Effective July 10, 1996, the 4 CUSIP No. 456908300 13D Reporting Person converted $413,875 principal amount of the Convertible Debenture and acquired actual ownership of an additional 430,000 shares of Common Stock thereby. Thereafter, also on July 10, 1996, the Reporting Person disposed of 430,000 shares of Common Stock in a single open market transaction at a price of $1.625 per share or an aggregate sales price of $698,750 and, as a result, held 800 shares on the date thereof (the "Remaining Shares"). The Reporting Person continues to hold the Remaining Shares. ITEM 4. PURPOSE OF TRANSACTION. NOT AMENDED. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. The response to Item 5 is hereby amended and restated, in its entirety, to read as follows: (a) Immediately upon the Issuer's waiver of the Ownership Cap as described in Item 3 above (July 10, 1996) the aggregate number of shares of Common Stock which may be deemed to have been beneficially owned by the Reporting Person as of such date was 430,800 shares constituting approximately 8.6% of the outstanding Common Stock of the Issuer (based on 4,564,823 shares of Common Stock outstanding at July 9, 1996 pursuant to the Issuer's Annual Report on Form 10-K for the fiscal year ended March 31, 1996 and additional information received from the Issuer). The aggregate number of shares of Common Stock which may be deemed to be beneficially owned by the Reporting Person on the date hereof is 248,742 shares, constituting 4.98% of the outstanding Common Stock of the Issuer, based on 4,994,823 shares of Common Stock outstanding at July 10, 1996, pursuant to the Issuer's Annual Report on Form 10-K for the fiscal year ended March 31, 1996 and additional information received from the Issuer (247,942 shares or 4.96% of which the Reporting Person beneficially holds as a result of its right to acquire shares of Common Stock upon conversion of the Convertible Debenture). (b) The Reporting Person has the sole power to vote and dispose of the Convertible Debenture and the Remaining Shares. (c) Except as specified herein or in the Original Filing, the Reporting Person has effected no other transactions in the shares of Common Stock of the Issuer within the preceding sixty (60) days. 5 CUSIP No. 456908300 13D (d) Not applicable. (e) The Reporting Person ceased to be the owner of more than five percent (5%) of the Common Stock on July 10, 1996. ITEM 6. CONTRACTS, ARRANGEMENTS, OR UNDERSTANDINGS WITH RESPECT TO SECURITIES OF THE ISSUER. The Reporting Person has no other contracts, arrangements, understandings, or relationships with any person with respect to any securities of the Issuer. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. The response to Item 7 is hereby amended to add the following: EXHIBIT NO. EXHIBIT ----------- ------- 99.5 Letter Agreement, dated July 10, 1996 6 CUSIP No. 456908300 13D SIGNATURE After reasonable inquiry, I certify that to the best of my knowledge and belief the information set forth in this Statement is true, complete and correct. Date: July 12, 1996 INFINITY INVESTORS LTD. By: /s/ James A. Loughran --------------------------------- James A. Loughran Director Attention: Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S. C. 1001). 7 EXHIBIT INDEX
Exhibit Description - ------- ----------- 99.5 Letter Agreement, dated July 10, 1996
8 CUSIP No. 456908300 13D SCHEDULE 1 DIRECTORS AND EXECUTIVE OFFICERS OF INFINITY INVESTORS LTD. Set forth below is the name, citizenship (or place of organization, as applicable), business address and present principal occupation or employment of each director and executive officer of Infinity Investors Ltd. (the "Reporting Person").
PRESENT PRINCIPAL NAME AND CITIZENSHIP OR OCCUPATION OR POSITION WITH PLACE OF ORGANIZATION BUSINESS ADDRESS EMPLOYMENT REPORTING PERSON ----------------------- ---------------- ----------------- ---------------- Cofides S.A.* Memorial Square Nevis business corporation Director (Nevis, West Indies) P. O. Box 556 which serves as the Nevis, West Indies Director of various entities James Loughran 38 Hertford Street Lawyer Director (Irish) London, England W1Y 7TG James E. Martin 38 Hertford Street Accountant Director (British) London, England W1Y 7TG SECORD Limited 38 Hertford Street British corporation which Secretary (England) London, England serves as the Secretary of W1Y 7TG various entities Margareta Hedstrom 37 Shepherd Street Business Executive President/ (Swedish) London, England Treasurer W1Y 7LH
- --------------- * The members of the Board of Directors of Cofides S.A. are James A. Loughran, Siobhan B. Loughran, James E. Martin, Ashley Bolt + Co. Limited and Margareta Hedstrom. The Reporting Person advises that no persons and/or organizations control the Reporting Person (either individually or as a group) as that term is used in Instruction C to Rule 13d-101 promulgated under the Securities Exchange Act of 1934, as amended. EX-99.5 2 LETTER AGREEMENT 1 SUISSE FINANCE CORPORATION EXHIBIT 99.5 27 Wellington Road Cork, Ireland VIA FAX: (212) 962-4551 July 10, 1996 Information Management Technologies Corporation 130 Cedar Street New York, NY 10006 Attention: Mr. Joseph A. Gitto, Jr. Re: Amendment to 6% Convertible Debentures due 3/5/98 Dear Mr. Gitto: Enclosed is a Notice of Conversion requesting that $413,875 principal amount of our debentures referenced above be converted. Our calculations reflect that the conversion price should be $0.9625 per share, which should generate 430,000 shares of Information Management Technologies Corporation (the "Company") common stock. Such conversion will require that the company waive the provision in the debenture which limits our right to convert the debenture in the event that after such conversion, Infinity would own more than 4.99% of the outstanding common stock of the Company. Please acknowledge this letter where indicated to evidence such waiver. The stock certificate should be delivered to our representative from the law firm of Watson, Farley & Williams, who will be present at the offices of American Stock Transfer tomorrow. The remaining debenture should be delivered to: Infinity Investors, Ltd. Attn: Barrett Wissman 1601 Elm Street Suite 4000 Dallas, TX 75201 Please note that the debenture terms should reflect the amendment thereto which you executed this morning. Hard copies of the Notice of Conversion and Debentures are being sent by overnight mail tonight. Thank you or your prompt assistance. Sincerely, /s/ Barrett Wissman Barrett Wissman, Consultant Acknowledged this 10th day of July, 1996 INFORMATION MANAGEMENT TECHNOLOGIES CORPORATION By: /s/ Joseph A. Gitto, Jr. ------------------------------------------- Name: Joseph A. Gitto, Jr. Title: President -----END PRIVACY-ENHANCED MESSAGE-----